Spider-Man: The Harry Osborn Chronicles
by DerpPancakes
Summary: What if Harry Osborn got bitten by the radioactive spider instead of Peter? How would his story go? Well, my alternate universe explains just that.
1. Chapter 1

**Chapter 1**

Harry Osborn awoke inside his Mansion in Queens. Being a rich kid, he wasn't one of those kids who took half an hour to get out of bed. He just straight up got out and got ready for school. Harry Osborn was a sixteen year old kid who lived in Queens. He had short blonde hair, blue eyes and a kind heart.

Harry made his way downstairs. His mansion was about three stories high. This made sense as Harry's father was a rich man who owned a company. The mansion was mostly blue with windows and the bright blue sky shining above it. As a kid, Harry had asked why it was so blue. His father, Norman Osborn, simply stated that "it matched the Oscorp colours." What Norman had said was true; Oscorp was a big blue building which stood in the middle of New York City. There, scientists did research and made all sorts of technology and weaponry.

"Dad?" Harry called out. Harry kept calling out for his dad. "I don't think he's home," he thought. Usually, Harry's dad had gone to Oscorp in the mornings. After all, he was the owner and CEO of Oscorp. Harry had always felt like he was a distraction from his dad's work. Harry had been taking care of himself at a young age due to the fact that his father was hardly there.

Harry didn't have much friends at school. Regardless, he still liked going there. Harry loved learning and being away from the mansion. He packed his bag and took a bus to Midtown High. That day, Harry decided not to skip school. He was going on a field trip to a science lab. Harry loved science. Physics and biology were among some of the subjects he was undertaking at school. Harry wanted to get a job at Oscorp after graduating from high school.

 **15 Minutes Later...**

Harry had made it to school on time. He sat in a spare seat on the yellow school bus that was headed towards the science lab. Harry stared out the window. He started to think about his dad and Oscorp. His father was a busy man. This lead to Harry spending hardly any time with his dad. This piece in Harry's life had always let him down. But it was just something that he would have to live with. Harry stopped thinking about his woes as soon as the bus began departing...


	2. Chapter 2

**Chapter 2**

Not even halfway through the bus trip, Harry heard a voice coming from behind the back. Harry looked behind him. There were indeed kids in the back but none of them were screaming. Then it hit him; the voice was coming from outside the bus. Harry opened his window along with the rest of the kids. It was a scrawny-looking boy with glasses, short shaggy hair and a black Jacket. Harry couldn't see the boy clearly since the bus was so far away, so he squinted at the figure until he saw who it was. It was Peter Parker. Peter was a boy in Harry's physics class. He was a bit of a nerd and usually got bullied. He and Peter had been friends since childhood. Peter, like Harry, had a complicated family history. This is what kept the two boys so close together.

"STOP THE BUS!" yelled Peter, who was still sprinting after the bus. Harry felt that he had to do something. He knew how much Peter loved science and didn't want him to miss out on this golden opportunity. Harry jolted out of his seat and rushed towards the bus driver.

"Can't you see that kid chasing after us?" yelled Harry. The driver looked in his mirror and saw Peter running after the bus. He immediately stopped the bus and opened the bus doors. Peter stepped in and searched for a seat.

There were a lot of kids giggling and staring at Peter in a "look at that dork" sort of way. Harry could tell that Peter was embarrassed and upset. Harry walked over to Peter and lead him to his seat. Once all the students had cooled off, the bus continued its journey to the science exhibition.

"Pete, are you okay?" asked Harry, concerned.

"Yeah, I'm fine," Peter replied, panting.

"Okay. Just sit down and rest. We're nearly there," Harry informed him.

 **Meanwhile at Oscorp...**

Max Dillon make his way to the electrical sector of the lab, entering through the automatic doors.

"Dillon, you're late!" cried out a scientist.

"I am so sorry sir! The trains were like... crazy this morning," Max replied. The scientist chuckled.

"It's okay, Dillon!" the scientist assured, sarcastically. "It's not like it's your first time, isn't it? Come on, guys, let's go."

"B-But you can't just leave me here by myself-"

"You know what you have to do, Dillon!" said the scientist, coldly. Max was now alone.

Max was a pale man with jet black hair who wore a pair of glasses. He didn't have a lot of friends apart from his overprotective mother who was sick at home. He also had a reputation for being a dork who was often late to work. Despite his faults, however, Max wasn't a bad person. He had a good heart and cared about others. He just wished that they cared about him to.

Max walked over to the electric eels tank. The rare species of eels were deadly. Enough bites or strikes from these deadly eels would result in injury, mutation and even death...

"Let's check up on you guys," Max said to the eels. He looked in the tank to see what they were doing. Max took note of their behaviour. "Okay, it's time to feed you guys." Max noticed that the tank was wide open, which would make it easier for the eels to escape. "Better go close that up." Max walked up the stairs to the tank's control panel, which was located right above the tank itself.

Max pressed some buttons on the control panel, but the tank refused to close. He then noticed that the wiring was unplugged. "What the hell?" Max muttered. Being a dedicated worker, Max decided to plug the wires back together. After successfully plugging the wires back in place, the tank began to power up. Max was about to close the tank until...

"ARRHHGGG!" screamed Max. The control panel had been rigged! Max was being severely electrocuted! It felt as if his bones were on fire. Due to the pain, Max lost control of his body and fell straight into the electric eel tank below. The eels began biting Max. Max thought he was a goner. The pain only stopped when the tank blew up, causing the eels to spread everywhere.

Those eels gave birth to another Max...

A darker one...


	3. Chapter 3

**Chapter 3**

The bus arrived at its destination and the doors opened. Harry got out of his seat and lined up beside the bus with Peter. It took a few minutes for all the students to exit the bus as some students were small and slow. Once all the students were lined up quietly, the teachers led them to the exhibition...

...

Max Dillon lay asleep in the morgue of New York City. He was believed to be dead, and he was. He was no longer Max Dillon. He was Electro...

Max awoke in the morgue. The severe mutation the eels had inflicted him with had tampered with his brain, erasing his memory of all his past experiences. "W-Where am I?" said Max in a confused tone. There was a scientist in the morgue running some tests on Max as he lay asleep.

"Max! Y-Your not dead!" exclaimed the scientist.

"M-Max? Who's Max?" Max asked. The mutation had caused him to forget his own name!

"Have you forgotten who you are?" asked the scientist.

"I-I think so. I can't remember anything," Max replied.

"You are Max Dillon. You live in an apartment in Queens and you work for Oscorp. You were in a severe accident," the scientist informed him.

"A-Are you sure?"

"Well, Max... it looks like you have lost your memory..." The scientist grabbed an operating knife off the table and walked over to Max.

"W-What are you doing?!" cried Max.

"You have lost your memory. I need to operate on you before it's lost forever!" The scientist put down the knife and grabbed a needle that would put Max to sleep. The scientist dropped the needle when a strange thing happened...

"ARRGGHH... IT HURTS!" screamed Max. Max was never good with sharp things.

"Max please just go back on the be-"

"NOO!" yelled Max. The scientist grabbed the operating knife from the table to take down Max. Max tried to defend himself with his hands. To their surprise, a streak of electricity shot out of Max's hand and struck the scientist, killing him. The rest of the morgue had been alerted by the camera's recorded footage and the screaming. Four armed guards ran into the room.

"STAND DOWN OR WE WILL SHOOT!" yelled one of the guards.

"NO! YOU ALL WANT TO HURT ME LIKE THIS SCIENTIST!" cried Max. The guards all pulled the trigger on their firearms. Max swung his hands in front of him to defend himself and once again streaks of electricity burst out of his hands, knocking out the guards. Feeling scared ,Max ran out of the morgue and into the city of New York...

...

"Greetings, students! Welcome to Empire State University!" announced one of the lab scientists. "You have all been selected to attend our fine institution today for one reason: Your love of science. So please, feel free to explore our amazing lab!"

"Wow... this place looks amazing!" exclaimed Peter. "It's a good thing you stopped the bus when you did."

"Yeah, I guess it is." replied Harry. Peter and Harry noticed a large crowd in front of some glass cases. Curious, Peter and Harry walked over to the crowd. It was hard to see what was in the glass as there were a lot of students blocking their view. After pushing through the stubborn crows, Harry and Peter both saw what was in the glass.

"Spiders?" said Harry. "Why is everyone so crazy about spiders?"

"Because they aren't your average spiders," said a voice next to them. They both turned around. It was Gwen Stacy.

"Oh, hey Gwen," greeted Harry.

"Hey, Harry. Peter."

"Oh... err, hey," said Peter, nervously. Peter was always nervous around girls. This was one of the reasons why Peter was continuously bullied back at Midtown High.

Gwen Stacy was a girl in Harry's biology class. She had straight silky blonde hair and blue eyes which shined like diamonds. Her father was a police captain who worked for the NYPD. Gwen was one of the brightest students at Midtown High, especially in the fields of science. It was no surprise that Gwen got straight A's in her classes.

"These spiders have an ability not many spiders have," said Gwen. "You see, these spiders have an ability referred to as their spider sense. This alerts them of any incoming danger, Gwen explained. "They also have very fast reflexes."

"Wow, that's amazing!" exclaimed Peter. "But what happens if these 'Special Spiders' bite a human being?"

"The effects are not known," replied Gwen. "But with these spiders, the bite would most likely kill them."

"Well, I hope none of them escape from the tank, then," said Harry.

"I'm gonna catch up with Flash. We're organizing a homework session after school today," said Gwen. "Bye guys!"

"Bye, Gwen!" said Peter as Gwen walked through the crowd of students. "Hey, there's some pretty cool stuff over there. Wanna come with me?" asked Peter.

"No thanks, Pete. I'm just going to stay here a bit," Harry replied.

"Okay, then. See you later." Peter walked out of the crowd with a few "Watch it dork"s on the way. Harry continued to look at the spiders. He began to wonder if the spiders' abilities could be transferred into human DNA. If so, then human evolution would be taken to a whole new level. Harry continued looking at the bright purple spiders, oblivious to the fact that one of them was on his neck...

"Ow!" exclaimed Harry. Harry placed his hand on his neck and grabbed what was on it. It was one of the Spiders! Harry dropped the spider and stepped on it. All of a sudden, Harry started feeling nauseous and tired. He immediately ran to the closest exit for some fresh air. Harry stood outside for a long time. The pain on his neck and the feeling in his head and body was unbearable. Harry then fell to the ground and laid unconscious on the streets of New York...


	4. Chapter 4

**Chapter 4**

"Hey, Harry! You alright?" said a voice next to Harry, who was laying on the ground.

"Uh… yeah," replied Harry. Harry looked up to see Peter standing over him.

"Oh... hey, Pete. What are you doing out here?" Asked Harry, trying to sound as 'okay' as he could. But Harry knew he was not okay. He was FAR from okay. The spider that had bit him had made him feel weak and nauseous. But aside from that feeling, Harry felt stronger... stronger than he had ever felt before. This feeling had made him feel more determined than he ever had before!

"Oh, Flash and the gang started making fun of me and were calling me a nerd so I came out here to get away from them and I found you unconscious on the floor," answered Peter, in a quick and upset tone.

"Oh, okay," replied Harry. "I think I'm going to head home. I don't feel too good," Harry continued.

"Okay, then. See you tomorrow," said Peter, who walked back into the university. Harry called his dad, who was at work at Oscorp.

"Hey, dad. Can you pick me up at Empire State University? I feel really unwell."

...

Max walked through the streets of New York, feeling really confused and unwanted in the city. He didn't understand why everyone wanted to harm him. Max, who was wearing ripped clothes and bits of shattered glass, walked into a clothes shop for a new pair of clothes.

"I need some clothes," said Max, whose voice was deeper than before.

"Sure. What clothes were you after, sir?" asked the clerk as he glanced at Max's torn clothing.

"I don't know. I'll have a look." Max walked around the shop looking for a nice pair of clothes. He finally found a matching pair of pants and a shirt and made his way back to the counter. "I want to buy these," said Max.

"Ah, yes. Excellent choi-," - the clerk was staring straight at his TV screen, his eyes widened with shock. The clerk immediately took out his gun from below the table and aimed it at Max. "GET ON YOUR KNEES, NOW!" the man yelled as he pressed the red button on his table to call for security.

"W-what did I do?" asked Max, who was extremely confused.

"What did you do?!" cried the clerk. "Tell that to the TV!"

Max looked at the TV. The news was being broadcast. The title read:

 **HAVE YOU SEEN THIS MAN?**

 **Name: Max Dillon**

 **Last Seen: Morgue of New York City**

A picture of Max was then displayed on screen. Max was very confused. He had not done anything wrong... at least... that's what he thought…

"Why does everyone want to hurt me?!" cried Max.

"I don't know, Max," replied the clerk. "You know, I should have known you were a criminal by the state of your clothing," the clerk continued. "I don't know what's going to happen to ya but all I know is that the police are gonna have fun with you."

"N-NOOO!" screamed Max. In a fit of rage a burst of electricity shot out from Max's hands and struck the clerk's chest. The clerk screamed in agony as he hit the wall behind him very hard.

"P-please don't kill me!" begged the clerk, who was lying on the floor in pain.

"If you had said that about two minutes ago, I would've listened to you," replied Max, coldly. "You see, it has come to my attention that everyone wants to hurt and possibly kill me. I am not sure why. Maybe because your system of justice in this city is a piece of shit? Maybe they are jealous of my powers? They have harmed me enough already. So in return, I will do the same to this city. Starting... with... you." Max then shot bolts of electricity at the clerk's head, killing him.

...

Harry had made it home alright. He still felt very nauseous and sick but not as much as he did before. Harry laid on his bed, but was not asleep. He was thinking about what Gwen had said earlier. Gwen had stated that the effects of the spiders were unknown but could possibly 'kill' a human being.

Harry was shattered.

He didn't want to die. He still hadn't found out what happened to his mom. He still hadn't graduated from high school. There were thousands of things Harry had not accomplished in his life yet. But Harry felt something... a spark deep down telling him that he would make it through this. Harry's fear was then overtaken by strength. He was not giving up on himself now.

Harry Osborn finally fell asleep…


	5. Chapter 5

**Chapter 5**

Harry woke up in his bed. The horrid feeling of being sick had passed and now he only felt strong. Harry got out of his room and proceeded to the kitchen. Harry had been asleep for a long time that he felt hungry.

Harry finally made it to the kitchen. The mansion was so big it felt like an eternity to go from Harry's room to the kitchen. Harry took out a plate from the cupboard and placed it on the table. Harry walked to the freezer and took some hot dogs out. Harry walked back to the brown coloured bench only to find that his plate wasn't there.

"Where did the plate go?" wondered Harry in his mind. He felt a heavy feeling on both of his hands. He looked down only to find the plate and bag of hot dogs stuck to them.

"What the hell?!" said Harry aloud to no one as his father was not home. He tried to take the objects off but failed at every attempt. In a fit of anger, Harry threw his hands in the air. The plate detached from his hand and shattered all over the floor.

"Oh come on!" cried Harry as he picked up the glass shards on the floor. He went to chuck them in the bin when he had discovered that the glass shards were stuck to his hands. "What the hell is happening to me?!" thought Harry. He pushed his hand above the bin and the shards fell off. He sat at a chair on the kitchen table wondering what was happening to him. All of a sudden, a spark lit in his brain. Spiders can stick to things and Harry got bitten by a spider which was different than others. The spider powers must have transferred to Harry! Harry jolted out of his seat and started testing his newfound powers. He grabbed everything he could find. Plates, knives, spoons anything! All of them stuck to his hands.

After a long while of testing his newfound powers, Harry learnt how to make the objects unstick from his hands. Harry jolted to his room and slammed the door to grab his phone. He texted Peter telling him to come to his mansion ASAP. Harry proceeded out the door only to find the door had been pulled off the wall and now was laying on the ground…

 **Sorry the chapter is like. VERY short. I just wanted to make this chapter to tell you guys that Harry's powers are taking effect. The next chapter will hopefully be longer and better!**


	6. Chapter 6

**Chapter 6**

 **Just a little note before the chapter starts, I am working on another Spider-Man fan fic. I am not going to give up on this story because I see a lot of great potential in this story! If you want to view the story search up Spider-Man: Saviour of New York. That's all for now and enjoy the chapter!**

As the minutes turned into hours, Peter Parker finally arrive at the Osborn mansion in response to Harry's text on the phone. Harry opened the door and greeted his friend.

"Hey Peter!" said Harry. "What did I miss out on after I left?"

"Eh. Nothing much. All you missed out on that was cool was a Symbiote and this prototype cloning machine." replied Peter.

"That's cool." said Harry. "But I called you here for more than just a chat." Harry guided Peter through his big mansion until they reached the big living room. Harry and Peter sat down on the brown couches in front of the glass coffee table.

"So what did you want to talk about?' asked Peter.

"So you know that I went home early because I was sick. But the thing that made me sick was one of those spiders." Harry announced. "It bit me on my neck. I felt so bad. So I went home and got some rest. Ok here comes the weird part. Peter. I... I think the spider transferred it's abilities to me."

"Wait slow down! So what your saying is that one of the radioactive spider's bit you, made you sick and gave you its abilities?" asked Peter.

"Exactly." replied Harry. "I would tell my dad, but you know. He owns a science tech company. I have powers now. Yeah… the two don't go so well…"

"Ok. So why you didn't tell your dad is ok. But why call me first?" asked Peter.

"Because Peter. I know… I know that your parents worked on those spider's…" Harry replied.

Peter stared at Harry, shocked.

"Well… Yes. They did, but. I don't really know much about them…" Peter said.

"Peter. I understand if you say no, but can you please see if you can talk to your aunt about your parents. For my sake!" replied Harry.

"Well… Ok. But my aunt doesn't like talking about my parents and their work a lot." announced Peter. Upon this, Peter and Harry ended their conversation there. Peter exited out the door and into the streets of New York…

Once Peter left, Harry sat back down on the living room couch and thought. Thought about what he wanted to do with his newfound powers. Should he use them to try solve his mother's disappearance? Tell his father and become a lab rat? Join the gym team? Harry thought about what he should do with no luck. Harry who know was feeling very frustrated, made his way to the living room to watch some TV. He decided to watch the News in case anything that might concern his father popped up. Harry turned on the TV and went to the News. The news headline read,

 **Break in at Oscorp! Many scientist injured and some killed. Police on scene!**

Harry looked at the News Headline in fear and shock. His father hadn't stayed home. What if his father was injured? Harry jolted up from the couch and ran to his phone and dialled his father. No answer. Now Harry was very worried. Even though it was normal for his father to not pick up, he was very worried. Suddenly, a knock come at the door. He knew it wasn't his father because why would he knock at the door of his own house? Harry walked to the door and opened it. It was an old scientist that worked at Oscorp. Harry knew this because he had a badge on.

"Hello Harry. I am Adrian Toomes. A respected staff at Oscorp. Recently Oscorp was broken into. Many people are still injured." Adrian said.

"Is my dad ok?!" cried Harry.

"Well…" said Adrian. "We had the NYPD and SWAT team search the whole building. There was no sign of your father…" replied Adrian. "I am deeply sorry…"

 **TO BE CONTINUED!**

 **So I decided to add Adrian Toomes or the Vulture into Harry's AU. As of now I don't plan on him to become the Vulture but I think it would be a cool idea. What do you guys want?**


	7. Chapter 7

**Chapter 7**

 **Previously on The Harry Osborn chronicles…**

"So I get why you didn't tell your dad you have powers. But why tell me?"

"Because I know your parents worked on those Spiders."

"We had a whole search around Oscorp. There was no sign of your father… I am deeply sorry…"

 **Present**

"What?! My father is dead?!" exclaimed Harry.

"Don't get too ahead of yourself Harry!" cried Adrian. "There is no evidence of your father's death! We have detectives on the scene now!"

"Thanks Adrian… You can go now…" Harry replied. Adrian left with Harry slowly closing the door. He walked over to his dining table and took a seat. What if his father was still alive? What if he was dead? The possibilities of what happened to his father were just endless! Harry finally came to his senses that thinking wouldn't solve anything. He had to investigate for himself. For all he knew, Adrian could have kidnapped his father. Harry ran up the stairs of his mansion to his room and looked in his closet. Oscorp was on full lockdown. No staff or family. Only cops and detectives and forensic scientist. So if Harry was going to get into Oscorp, he needed to get in there without anybody seeing him. And to be safe, he needed a disguise…

After what seemed like forever, Harry finally had a disguise. This was possibly going to be the first and last time he used his powers for something like this, so he just got out a black jacket, some black pants, a hoodie and a black bandanna he bought from a charity. His disguise was complete…

Harry exited his mansion and made his way to the Oscorp building which was not far. Once Harry had finally made his way to Oscorp, he crawled up the glass windows and onto the roof. He looked around for an opening that would lead inside. There was a door that led inside but if he entered through there, he would surely be caught. He turned behind him to see a ventilation system. "Perfect!" Harry thought. Harry opened the ventilation fans and crawled inside the vents of Oscorp.

Harry had been in Oscorp before. His father's office was on the top floor, which was perfect considering he entered from the roof. He followed the vent way that leaded to his father's office. He looked down on the gap that revealed his father's office. There were tons of people there. Detectives, Cops, Forensic Scientists and everything else you involved with detective work.

"I want a report on the investigation." exclaimed a man. He was talking to a man with brown hair, a big pair of glasses. He was rather large.

"Sir! We found a fingerprint trail but it disappeared halfway down the hall. It is now assumed that the people that took Norman continued with him on their shoulder." replied the chubby man.

"Otto, we don't have this much time!" cried the man. "Find Mr Osborn no matter what it takes!" The man proceeded out the office.

Harry could not believe his ears! How could his father have been taken? His father was a strong man who could've fought off anyone. How did he get taken this time? Harry looked around in the small air vent for anything he could use. Nothing. He kept looking until he saw it. A security camera! Surely the cameras must have picked up something! Harry stealthily got out of the air vent and looked for the security room. He made it out of the office without incident. Harry thought that it would be best to stick to the walls, as the cameras were facing the floor and he obviously did not want to get caught. Especially in the walls of Oscorp.

After a short time of crawling, Harry had finally reached the security room. He crawled as fast as he could to the room and proceeded off the roof. Harry rewinded the camera footage until he finally saw it. His father being dragged across the floor. To his disappointment and frustration, the kidnappers did not turn their back once. But Harry did notice one key feature about them. On both of the kidnappers backs, their appeared to be a red coloured skull. Harry did not have time to research about that here. He had to go back home and research. If he wanted to find his dad, he would have to find out who these people were and what they wanted. Harry exited the building of Oscorp and was once again, in the streets of New York…


	8. Chapter 8

**Chapter 8**

Harry Osborn entered the window that led into his room. He closed his curtains and took his mask off and headed to his computer. He typed in 'Red Skull Logo' on google and searched.

He found exactly what he wanted! It was the same red skull with tentacles on the bottom forming a circle. Harry tapped on the image and was sent to a website named 'AgentsOfHYDRA'. Harry had heard of HYDRA. According to his father and the Oscorp files, they were a secret organisation whose story went back all the way to the 2nd world war. Knowing that they fought with the Nazi's, Harry knew that his father was in big trouble. Even though he and his father had never bounded that well, Harry still cared about him. Harry would not just sit by and leave him in the hands of HYDRA. Harry also knew that HYDRA had advanced weapons. So if he tried to save his father with the jacket and bandana he was wearing now, he would have not survived 10 seconds. He needed a better suit. An upgraded one. Something that looked like it came from Oscorp. Just then, Harry got a knock at the door.

Harry opened the door. It was Peter again. He seemed to have a mix of a happy and nervous smile on his face.

"Oh. Hey Pete." Harry said with no tone.

"Harry. It took a while but I managed to get some information from my Aunt about what my parents worked on." exclaimed Peter. Harry finally felt the first bit of happiness in his body and invited Peter in. They both proceeded to their original spots in the living room on the couches.

"So, what's the news?" asked Harry.

"Well. According to my Aunt, my parents DID work on those spiders that you were effected by. But they weren't intended for weapon purposes as I thought…" replied Peter who looked back up at Harry.

"Then what was it intended for?" asked Harry.

"It was supposed to be for cures. To cure cancer and upgrade human lives and such. But when my parents disappeared, Dr Curtis Connors stopped manufacturing the spiders and concluded the project." Peter replied. "So… Do you think you also have regeneration abilities like that assassin? What's his name, Deadpool, I think?" questioned Peter.

Harry thought about that fact for a moment. It was possible, but like Peter said, the 'Super Spider' project was never finished. It got concluded early. And the whole purpose of the spiders were to cure and since it was concluded… Harry kept on thinking and finally said

"I don't know…" It was true. Harry did not know. Harry hadn't even HEARD of the 'Super Spider' project going on at Oscorp. Well Harry WAS only about 4 or 5 years old at the time.

"Anyways." said Harry breaking the silence. "I found out who kidnapped my father." exclaimed Harry. Peter put his head up. "An organisation by the name of Hydra. These certain people are power hungry. It's no wonder they kidnapped dad." Harry finished looking down.

"Harry." said Peter breaking the tension. "I have been in this position before. And I want to do all I can to help you." replied Peter. "So… What do you need?" asked Peter.

Harry looked up.

"Well you're good at robotics and all that right?" asked Harry.

"Well, uh, yeah?" replied Peter.

"Great. I need you to help me make an advanced suit. If I am going to go after my father, I can't face HYDRA in a leather jacket and bandana." Harry exclaimed.

"Well. If it helps you." replied Peter, getting up from the couch. And they began working on the suit.

 **2 HOURS LATER…**

The suit was almost ready. They had the design of it ready, and the basic machinery. The suit was a mixture of dark and light green with a silver web pattern over it. Underneath the arms and all around the legs was dark black. Peter had made a webbing feature that would shoot webs on end. There was just a few more bits left to work on.

 **ZAP!**

"Agh! Christ!" screamed Harry as he had failed a bit of the suit. "The parts we are doing are too complex for us!" screamed Harry as he threw his wrench to the floor.

"Hey Harry don't worry! We will get through this together!" exclaimed Peter. "All we need is extra help!"

Suddenly, Harry stopped in his tracks. He had gotten the brightest idea in the world.

"Peter, you are a GENIUS!" exclaimed Harry. "We do need extra help!"

"Well, yes but… who from?"

"I know a guy." replied Harry. "Ever hear of Tony Stark or Iron man?"

 **Hey guys! Sorry there was a huge gap between chapters! I just sorta gave up on the story. But just recently, I had come up with more idea's for this story. So I decided to continue the story! I am going to introduce more characters, such as Dr Connors and Tony Stark. Whether I will introduce Deadpool or not is a question to me. What would you guys like?**


	9. Chapter 9

**Chapter 9**

"Man I knew Stark Enterprises was big, but I didn't know it was THIS big!" exclaimed Peter.

"Yeah. I can't tell what's bigger, Oscorp or this." Harry replied with a smirk across his face. "Well, we should head in. Let's pray to god they have a heating system in there."

 **Unknown Location**

"Whe- Where am I?" asked Norman Osborn. "Somone! Please help me!" Norman Osborn was tied up inside a small room which supposedly was a warehouse of some sorts. Although Norman didn't know this since he had a blindfold on.

"No one's coming to save you now Norman." exclaimed a voice.

"Please! I can give you money! Anything you want! Just let me go!" cried Norman. The man chuckled.

"We don't need your money. All we need is the goblin Serum…"

 **Stark Enterprises**

"No?!"

"Yup. No" replied Tony Stark.

"But Mr Stark! My father is in a possible life threatening situation and you're just going to sit here and not help us?!" cried Harry who was almost in tears.

"My company and Oscorp have been wonky for many years now." replied Tony. "The things your father does in that company of his are very dangerous. So I have to say no." Harry was practically in tears now. His mind was flooded with thoughts that he would be left with no parent's. Harry, in a fit of anger turned around and made his way to the door. Although Peter did not follow.

"Peter come on!" cried Harry. Peter turned and looked at Harry. Then looked back at Tony.

"Look. I don't care if this is about you wanting all the fame." shouted Peter. "But after what happened to your parent's your just going to sit here and let this slide?!"

"YOU HAVE NO RIGHT TO TALK ABOUT MY PARENTS!" shouted Tony.

"I CAN TALK ABOUT WHATEVER I WANT TO!" exclaimed Peter. "I don't care what you want but as long as my friend gets the help he needs to do the RIGHT thing then I will keep flooding you with horrible memories Mr Stark." exclaimed Peter who was giving Tony an aggressive look. Tony turned back thinking for a moment. Then looked back and sighed.

"Fine." Tony finally answered. "But if I find out that you abuse your powers then I am coming for the lot of you." Tony warned them. "Come with me. I'm sure I can get you something.

Harry felt the most happiness that he had ever felt in his life. He quickly sprinted to Peter and gave him a big hug. After Harry was finished, the two of them follow Tony too his workshop…

 **Max Dillon's Apartment.**

"Why did this have to happen to me?" questioned Max gazing at his hands.

"Why do I have to be left out? Separate from everyone else? Everyone takes a look at me and they run and scream. It makes me sick." exclaimed Max.

"But now. It's MY turn to make THEM sick." Max shouted as he jolted up from his bed.

"Once I find the true source of my power I can finally plot me revenge. All I need now… is patience.

 **I want everyone in the reviews to write a comment and then do #BadBoiPeter**

 **Thanks for checking out this chapter! I didn't really have a plan for this chapter. It is literally like 11 PM right now. I was just sitting in my bed and felt like posting another chapter and this is what came out. If this chapter is short it is because I am tired and have school. Hope you all are doing well and have a nice weekend! Well it's probably Thursday tomorrow for everyone else but for Australians it's Friday! Yayyy!**


	10. Chapter 10

**Chapter 10**

"Your suit is all ready." Tony announced. Harry jumped out of his seat in excitement while Peter was taking a peek at all the tech that Tony owned.

"Great! Thank you so much Mr Stark!" Harry replied in joy. "Can you give us a tour on how the suit works?" asked Harry.

"Very well." replied Tony. Tony put up a hologram of Harry's new suit. All 3 of them looked up at the description.

"As you can see I changed the look of it." Tony announced. Tony showed them the actual suit that was going to belong to Harry. The suit was all dark black. There were some grey area's underneath the arm's and all around the legs starting from the hips to its feet. The grey underneath the arms joined up in the middle of his stomach. The suits stomach was all grey with a big black spider printed in the middle. The suit's shoulders were black as well as the mask. The mask also had big pointy eyes that were filled with grey with a black outline.

"I wanted to make it look like an actual spider." Tony told them. "It was hard for me to imagine a green and black spider." Tony continued taking a bite from his hot dog. Tony chewed up the hot dog pieces in his mouth and continued.

"They eyes can be adjusted." Tony made the mask squint its eyes and make them go wide open again. "When that happens, your vision will be zoomed in when squinted." announced Tony.

"Now going to the weapon systems." Tony walked behind the suit and pressed a button on his remote. As he did that, four black, pointed legs came out from the suit. Harry and Peter were amazed.

"These legs attack anything you attack or anyone or thing that sneaks up on you on any side that is planning on harming you." Tony announced. "And now we head to your handiest feature." Tony told them. Tony took an object from his table and handed them to Harry.

"Uhh. What are these?" asked Harry.

"These are web shooters." Tony answered. They were black like the rest of his suit and had a triangular shape to it.

"The trigger to release these webs requires a great amount of strength. So you don't need to worry about any criminal's webbing innocents up unless the Juggernaut steals them off you." Tony warned them. "They instantly attach to you hand."

"Wow! Thank you so much Mr Stark," Harry said to him again. "But um. How are we going to get this back to my place?" asked Harry.

"Simple." Tony replied. "Press the spider logo on the chest." Harry walked up to the suit and pressed the big black spider logo on the chest. It looked like it scanned Harry's finger. After that, the suit disappeared and turned into a tiny spider.

"Just put it on your chest to activate it." Tony told them. "It can come off like that regardless whether you're wearing it or not."

"Ok. Thanks!" Harry told him. Harry shook hands with Tony. He then picked up the tiny spider and put it in his zip pocket. They both proceeded outside. But Peter turned back around.

"Mr Stark I am really sorry about what I said before. I just really wanted Harry to get what he needed." Peter told Tony.

"Don't worry about it" replied Tony. "Oh and uhh Parker? Is that correct?" Tony asked Peter.

"Yes." Peter replied."

"You seem like a science whiz." Tony told Peter. Tony took some papers off his table and handed them to Peter.

"This is a test." Tony told Peter. "If you pass it you may get a job here." Peter looked at the papers and took them gently.

"Wow, thanks Mr Stark!" Peter replied. Peter put the test in his bag and zipped it up.

"Well that's all for now. Stay safe for now boys." Tony told them as they walked out the door.

"That was easy." Peter told Harry.

"Yeah. It was easy waiting for 7 freaking hours!" Harry yelled.

"Yeesh ok sorry." Peter replied sarcastically.

"I'm going to call my limo. Do you want a lift home?"

"I want a lift home. But you don't." Peter replied staring at Harry's left pocket. Harry noticed this and opened his pocket to find his web shooters that Tony gave him. Harry looked up at Peter and smirked…

 **My arm's hurt now after writing for so long. For those of you who are going to ask, the reason I made Tony give Peter a test for his company was because I want to keep the Tony and Peter relationship alive in my fan fic. Anyways I hope you enjoyed this chapter! Bye for now!**


	11. Chapter 11

**Chapter 11**

Max took off the elastic band off his blueprints and placed the blueprints over his dining table. It was a stolen blueprint of Oscorp.

"Oscorp will pay for what they did to me." Max said to no one. "Once they see me, they will be begging for mercy. But they will get none." Max took the lid off his red texta and circled a part of the blueprint. It was the boiler room…

…

"All units please respond! We have police chase in progress. Car is a black BMW with dirty windows. If anyone can here this, please get to the scene!"

Harry looked down from the Empire State building rooftop. He waited until he felt a tingle in his spine. Then he leapt into action. Harry used his zoomed eyesight to get a clear look of the getaway car. He decided that he was going to attack from the front part of the car. Just before Harry hit the ground, he webbed to a nearby building and swung towards the vehicle.

After a few swings, Harry successfully landed on the hood of the car, coming face to face with the perpetrator. With all the energy Harry could gather, he punched the car's front windshield, leaving him open to the criminals.

The person in the passenger seat, who looked to be mid 30's took out a gun from his belt and shot Harry. Instead of damaging Harry, the bullet deflected off his suit and right back into the passengers head.

Harry then put his attention on the steering wheel. He slammed his arms on both of the man's hands, forcing them to break. The man screamed out loud. Harry then quickly put his right hand on the steering wheel and ripped it off with force, throwing on the road only to be crushed by the cars wheels. Harry ripped off the driver's seatbelt and webbed himself up to a skyscraper.

"P-Please!" cried the criminal while Harry was holding him over the streets on top of a tall building.

"Look I can do anything!" shouted the man. "You want money? Drugs even? You got it! Just let me go please! I have a family!" cried the man. The criminal pulled out a photo of his family. It showed a beautiful wife who looked to be late 20's with long brown hair going down to her shoulders. In front of her and the man were 3 kids. The one on the left looked to be roughly around 14. The child in the middle looked to be 7. And the child on the right looked to be 11 or 10. Harry looked at the photo then back to the criminal.

"Please let me go! I won't do anything like this again! I swear I will return the stolen money!" screamed the criminal who was almost in tears.

"Criminals don't deserve mercy. Not one percent of it." Harry replied in a menacing tone.

"W-Who are you?" asked the criminal in a scared tone.

"I'm Spider-man." Harry replied. Harry then let go of the criminal, causing him to fall off the building and down onto the streets. Dead. Harry shot a web to a nearby building and swung back in the direction of his house.

…

Harry shrunk his suit back to the size of a Spider and put it back inside his zip pocket. He walked into his living room to find Peter sitting down on the couch.

"Oh hey Pete." Harry said. Peter turned to Harry, then turned back to the direction of the window. The TV was on.

"I saw the news." Peter said out of the silence. He turned back to Harry, showing a frustrated and angry look.

"What's wrong?" Harry asked, sitting on the couch next to Peter.

"You didn't have to kill them." Peter said. Harry looked down. Then to the TV.

"Peter." Harry said in a calm voice. "Give me one reason why I should have spared them." Harry asked. "They were criminals..."

"That doesn't give you the right to kill them." Peter replied in a vicious tone. Peter turned to Harry. "What type of country kills their criminals?" questioned Peter.

"Uhh Bali Death row?" Harry replied sarcastically. Peter wasn't happy.

"Do you think this is a joke?!" Peter shouted standing up from the couch. "Did you see how distraught that guys wife and children looked?! They were in tears!" Peter screamed. Now Harry was angry and he too got up from the couch.

"Look Peter if YOU don't like the way I do things then I am not stopping you from walking out the door." Harry yelled. "But if you SERIOUSLY think that criminals deserve to live then you can get stuffed!" Peter glared at Harry then walked to the front door before turning around.

"Fine." Peter exclaimed. "If you don't want me then I'll just get out." Peter continued viciously. Harry looked at Peter, seeing that he was very upset.

"Look Pete." Harry was cut off with a "No" from Peter. Peter then proceeded out the door. Slamming the door shut. Harry knew that if he was to find his father. He was alone…


	12. Chapter 12

**Chapter 12**

Harry sat down in his chair in his Maths class. He set out his pens and took out the books he required from his bag. Harry saw Peter walk into the class. He had a black eye. Harry assumed that Flash had been causing him trouble again. Or maybe they were self-inflicted due to yesterday. Harry could not get his mind off what Peter said yesterday. Was Peter right? Was Harry right? All of that remained unanswered in Harry's mind.

…

The school bell rung, symbolizing that school was over. Harry put his books back into his bag and exited the classroom. He exited the classroom towards the front entrance. Only halfway through the hallway, Harry saw someone that he hated deeply. Liz Allan. Liz was fairly tall and had long straight blonde hair that ended at her shoulders. She was always wearing makeup whether it be pink lipstick, lip gloss, eyeliner and other products. But the main reason Harry hated her was because of her boyfriend Flash Thompson. Harry and Flash used to be friends up until Flash found out he was friends with Peter. Harry had to admit, Liz was attractive. But Harry always saw pass that. Just before Harry exited the school he heard a voice…

"Hey Osborn!" a man yelled. Harry turned around. It was Flash. Harry sighed.

"What Flash?" Harry asked with a bored tone.

"I saw you looking at my girl!" screamed Flash. Harry sighed.

"Look Flash." Harry replied calmly. "Would I really go out with a stack of hay?" Harry said sarcastically implying Liz's long blonde hair. This made Flash furious.

"NO ONE TALKS ABOUT MY GIRL LIKE THAT OSBORN!" Flash screamed. Now the whole area was watching him and Flash.

"Yeah whatever." sighed Harry who slowly turned around for the doors. It wasn't that Harry was scared. It was because he was bored. Suddenly, Harry felt a weird feeling in his spine, urging him to duck down. Harry did so. He turned around to see that Flash had tried to punch Harry. But missed.

"Huh." Harry said. "Member of the football team yet you can't even hit me." Harry joked. Now Flash had reached his limit.

"THAT'S IT! YOU'RE ASKING FOR IT!" Flash screamed. Flash went to punch Harry. If Harry didn't have his powers, he would have dodged. But this time, he caught his punch. Harry then proceeded to tighten his grip on Flash's hand with no expression. It didn't take a genius to see that Flash was in pain. Harry let go of Flash's hand and kicked him in the nuts. Flash fell on the floor. Clearly in pain. Harry smirked.

"Too bad Eugene." Harry said smiling. Harry proceeded out of the school grounds and onto the streets of New York. Halfway down the street, Harry got a call from an unknown user. Despite knowing that, Harry accepted the call.

"Hello?" Harry said into his phone.

"Is this Norman Osborn?" the Caller asked. He seemed to have a raspy voice.

"No. He went missing a few days back. This is his son Harry." Harry replied.

"Oh ok then." The caller replied. "Since your father is missing we need you to attend a meeting at Oscorp." The man said. "It's about the future of the company and what other things we will do." Harry knew that he could not just let this meeting go on without an Osborn attending it. So Harry politely accepted.

"Sure. I should be able to attend." Harry replied.

"Great." the man replied. "The meeting has been scheduled for 3:20 today" He informed. Harry looked at his watch. This meeting was going to occur in less than 5 minuets! Harry had to hurry.

"Okay thanks uhh..." Harry stopped since he did not know the caller's name.

"It's Max, Mr Osborn." The caller answered. "Max Dillon." Max ended the call.

…

Harry made it to Oscorp just in time. As soon as Harry had entered, he was utterly confused. The Lobby was very empty. And by very I mean there was no one there at all. Not even the Secretary. Harry came to the conclusion that they were all at the meeting. Harry walked through the empty lobby until he stopped at the elevator. He knew that the meetings all happened on the 60th floor so that's the button he pressed. The elevator opened and Harry went inside.

When the elevator doors opened once again on the 60th floor, he noticed that there was no one there either. No one on the table, chairs or anywhere else. Harry was now very confused and spooked. He walked in the direction of the table to see if there was anyone hiding.

"They are gone" a voice said from behind Harry. It was the same person from the phone! Harry quickly turned around. What he saw was a man in a black suit and blue glowing skin. He was also bald and had blue eyes matching with the rest of his skin.

"You're the caller." Harry said. "You're Max"

"No" Max replied "Max is no more. After what Oscorp did to me, it's now Electro…" Harry knew that he was in trouble. But kept his cool.

"What did you do with everyone else?" Harry questioned. Electro chuckled.

"Tied all of them up in the boiler room." Electro replied. "Even better, I have that whole room set to blow" Hearing these word's sent a chill up Harry's spine.

"Now you may be asking why I am doing this." Electro said. "Well, the reason is because of Oscorp. Your fathers company. It ruined me. Made me the shit I am now." Electro said aggressively. "My original plan was to murder your father along with his company. But when I heard you on the phone, I thought, why not make Norman suffer, not by death, but by killing someone close to him." Electro answered. Suddenly, a ball of electricity come out of Electro's hands. He then pointed his hands to Harry. As he did this, multiple bolts of lightning knocked Harry out the window…

Harry had to think fast. Clearly stunned by the bolts of lightning that hit him he remembered that he still had his web shooters on his hands. He quickly pressed the trigger. No webs. Harry suddenly remember Tony saying that they require a certain amount of strength to be activated. But Harry was too stunned for the required strength. Harry kept spamming his web shooters, all with no success. Harry looked down. He was only a few feet away from the ground. Harry knew that this was his end. Closing his eyes, he accepted his death. But just before he hit the ground. He found himself at safety. What had happened? Who or what had saved Harry?

 **I am having a poll for who/what saved Harry. All you have to do to vote is to go on my profile, and you should see it on top of the page. Be sure to vote quickly before I shut down the polls! Closing Polls on the 14th (13th for Americans)**


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